Voting of Company Shares. At any meeting of the shareholders of the Company called to seek the Company Shareholders’ Approval, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to this Agreement, any other Transaction Document, the Acquisition Merger, or any other Transaction is sought, SPAC (a) shall, if a meeting is held, appear at such meeting or otherwise cause the Company Shares for which SPAC has received a proxy pursuant to the Shareholder Support Agreements to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by the Company for written consent, if any, and (ii) shall vote or cause to be voted (including by written consent, if applicable) such Company Shares in favor of granting the Company Shareholders’ Approval.
Voting of Company Shares. Until the 6-month anniversary of the first time at which Vivendi and its Controlled Affiliates, in the aggregate, no longer beneficially own 5% of the issued and outstanding Common Stock, Vivendi agrees to vote, and to cause to be voted, all shares of Common Stock owned by it and its Controlled Affiliates that represent shares of Common Stock in excess of 9.9% of the issued and outstanding Common Stock (such 9.9%, the “Minority Interest”) (a) in a manner proportionally consistent with the vote of the shares of Common Stock not owned by Vivendi and its Controlled Affiliates or (b) in accordance with the recommendation, if any, of a majority of the Independent Directors then serving on the Board. Shares of Common Stock owned by Vivendi and its Controlled Affiliates up to the Minority Interest may be voted by Vivendi and its Controlled Affiliates in their sole discretion.
Voting of Company Shares. Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.
Voting of Company Shares. (1) At each meeting of the stockholders of the Company and at every postponement or adjournment thereof, each of CD&R Fund and the Purchaser Parties shall, and shall use reasonable best efforts to cause each of their respective Affiliates and representatives to, take such action as may be required so that all of the shares of Preferred Stock and Common Stock Beneficially Owned, directly or indirectly, by CD&R Fund or the Purchaser Parties and entitled to vote at such meeting of stockholders are voted (i) in favor of each director nominated and recommended by the Company Board for election at any such meeting (which nomination and recommendation shall include the Purchaser Designees) and (ii) against any stockholder nominations for director or other stockholder proposals which are not approved and recommended by the Company Board for election at any such meeting.
(2) The Purchaser shall, and each of CD&R Fund and Purchaser shall (to the extent necessary to comply with this Section 4.13(a)) cause the Purchaser Parties to, be present, in person or by proxy, at all meetings of the stockholders of the Company at which directors are nominated so that all shares of Preferred Stock and Common Stock Beneficially Owned by CD&R Fund or the Purchaser Parties may be counted for the purposes of determining the presence of a quorum and voted in accordance with Section 4.13(a)(1) at such meetings (including at any adjournments or postponements thereof).
Voting of Company Shares. 42 9.02 Response to Tender or Exchange Offer........................................ 42 9.03
Voting of Company Shares. All Company Shares held or acquired by the Trustee under the Plan will be registered in the name of the Trustee or its nominee. Each Participant shall be entitled to vote the Shares in his Account (insofar as practicable considering fractional interests in shares) by providing written direction to the Trustee as to how such Shares should be voted. A copy of the notice and proxy statement for each meeting of the holders of Company Shares will be mailed to each Participant at the same time mailed to shareholders, together with an appropriate form for the Participant’s use in instructing the Trustee with respect to voting the Company Shares that, at the record date for determination of the shareholders entitled to notice of, and to vote at, the meeting, are both (i) credited to the Participant’s Account and (ii) of record in the name of the Trustee or its nominee.
Voting of Company Shares. During the Term (defined below) of this Agreement, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and with respect to every action or approval by written consent of the stockholders of the Company (the “Company Actions”), Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Company Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, each Stockholder agrees to vote all Company Shares then beneficially owned by such Stockholder with respect to any and all Company Actions in such manner as directed by the Company. Notwithstanding the foregoing, until the earlier of: (i) achievement of the Third Milestone and (ii) the four (4) year anniversary of the Closing Date, each Stockholder shall be permitted to vote any Company Shares that he, she or it beneficially owns in such Stockholder’s sole discretion solely with respect to a Cash Change of Control. For 2 purposes of this Agreement, a “Cash Change of Control” means a Change of Control that involves the transfer of the Target Assets to a third party and in which at least eighty percent (80%) of the consideration received by the Company (or its stockholders) is non-contingent and paid in cash. *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Xxxx”). This Exhibit has been filed separately with the Secretary of the Commission without the Xxxx pursuant to the Company’s Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act.
Voting of Company Shares. At any meeting of the shareholders of the Company called to seek the Company Shareholders Approval, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to this Agreement, the Plan of Second Merger, the Plan of Third Merger, any other Transaction Document, the Second Merger, the Third Merger or any other Transaction is sought, SPAC (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Company Shares for which SPAC has received a proxy pursuant to the Shareholder Support Agreements to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by the Company for written consent, if any, and (ii) shall vote or cause to be voted (including by written consent, if applicable) such Company Shares in favor of granting the Company Shareholders Approval.
Voting of Company Shares. During the Term, the Pledgor shall have the right to exercise all voting, consent and other rights and powers pertaining to the Pledged Shares, except the right to convey, transfer, assign, or further pledge or encumber the Pledged Shares; provided, however, that no Event of Default (as hereinafter defined) has occurred hereunder. Without the prior written consent of Lender, the Pledgor shall not have the right to convey, transfer, assign, or further pledge or encumber the Pledged Shares, by operation of law or otherwise, and any attempt to so convey, transfer, assign, or further pledge or encumber the Pledged Shares without the prior written consent of Lender shall be null and void and of no effect.
Voting of Company Shares. A Participant may instruct the Trustee in writing how to vote the Participant's shares of Manor Care, Inc. at any meeting of shareholders, and may revoke any such instruction, to the extent permitted under the terms of such vote. Such instruction or revocation thereof shall apply to the total number of shares of Manor Care, Inc. credited to such Participant's Account under the Manor Care, Inc. Stock Fund as of the Valuation Date coinciding with or immediately preceding the record date for the shareholders' meeting. All the shares of Manor Care, Inc. in the Manor Care, Inc. Stock Fund for which no such instructions are received shall be voted by the Trustee in a uniform manner as a single block in accordance with the instructions received with respect to a majority of such shares for which instructions are received. Any such voting instructions by Participants shall remain in the strict confidence of the Trustee.
